Canada Jetlines Ltd. Management Discussion & Analysis for The

Canada Jetlines Ltd. Management Discussion & Analysis For the Three Month Period Ended March 31, 2020 Date Prepared: May 25, 2020

GENERAL

This Management Discussion & Analysis (“MD&A”) is intended to supplement and complement the condensed interim consolidated financial statements and accompanying notes of Canada Jetlines Ltd. (the “Company” or “Jetlines”) for the three month period ended March 31, 2020. The information provided herein should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2019 and the accompanying notes thereto.

All dollar figures presented are expressed in Canadian dollars unless otherwise noted. Financial statements and summary information derived therefrom are prepared in accordance with International Accounting Standards (“IAS”) 34, Interim Financial Reporting.

Management is responsible for the preparation and integrity of the financial statements and MD&A, including the maintenance of appropriate information systems, procedures and internal controls and to ensure that information used internally or disclosed externally, including the financial statements and MD&A, is complete and reliable. The Company’s Board of Directors follows recommended corporate governance guidelines for public companies to ensure transparency and accountability to shareholders. The Board’s audit committee meets with management quarterly to review the financial statements including the MD&A and to discuss other financial, operating and internal control matters.

The reader is encouraged to review the Company’s statutory filings on www.sedar.com.

FORWARD LOOKING STATEMENTS

This MD&A contains forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable securities laws. These forward-looking statements relate to future events or the future performance of the Company. All statements other than statements of historical fact may be forward- looking statements. In some cases, forward-looking statements can be identified by terminology such as “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “continue”, or the negative of these terms or other comparable terminology. These forward-looking statements are only predictions. Actual events or results may differ materially. In addition, this MD&A may contain forward-looking statements attributed to third party industry sources. Undue reliance should not be placed on these forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward- looking statements involve numerous assumptions and known and unknown risks and uncertainties, both general and specific, which contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur. Forward-looking statements in this MD&A speak only as of the date of this MD&A.

Forward-looking statements in this MD&A include, but are not limited to, statements with respect to: expectations as to future operations of the Company; the Company’s anticipated financial performance; future development and growth prospects; expected general and administrative costs, costs of services and other costs and expenses; expected revenues; ability to meet current and future obligations; ability to close the Transaction (defined below); ability to obtain financing on acceptable terms or at all; and the Company’s business model and strategy.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. The Company cannot guarantee future results, levels of activity, performance or achievements. Neither the Company nor any other person assumes responsibility for the outcome of the forward-looking statements.

Canada Jetlines Ltd. Management Discussion & Analysis For the Three Month Period Ended March 31, 2020 Date Prepared: May 25, 2020

Many of the risks and other factors are beyond the control of the Company, which could cause results to differ materially from those expressed in the forward-looking statements contained in this MD&A. The risks and other factors include, but are not limited to: failure of the Company to complete the Transaction; the availability of financial resources to fund the Company’s expenditures; competition for, among other things, capital reserves and skilled personnel; protection of intellectual property; the impact of competition and the competitive response to the Company’s business strategy; third party performance of obligations under contractual arrangements; prevailing regulatory, tax and other applicable laws and regulations; stock market volatility and market valuations; uncertainty in global financial markets; the impact of COVID-19 on global economic conditions; the successful negotiation of the sale and leaseback of aircrafts; the completion of the financing necessary to commence airline operations; and the other factors described under the heading “Risk Factors” in this MD&A.

These factors should not be considered exhaustive. With respect to forward-looking statements contained in this MD&A, the Company has made assumptions regarding, among other things: the impact of increasing competition; conditions in general economic and financial markets; current technology; cash flow; future exchange rates; timing and amount of capital expenditures; effects of regulation by governmental agencies; future operating costs; and the Company’s ability to obtain financing on acceptable terms. Readers are cautioned that the foregoing list of factors is not exhaustive and that additional information on these and other factors that could affect the Company’s operations or financial results is discussed in this MD&A. The above summary of assumptions and risks related to forward- looking statements is included in this MD&A in order to provide readers with a more complete perspective on the future operations of the Company. Readers are cautioned that this information may not be appropriate for other purposes.

The forward-looking statements contained in this MD&A are expressly qualified by this cautionary statement. The Company is not under any duty to update or revise any of the forward-looking statements except as expressly required by applicable securities laws.

DESCRIPTION OF BUSINESS

The Company was incorporated under the laws of British Columbia and continued as a Federal corporation pursuant to the Canada Business Corporations Act effective February 28, 2017. The Company’s principal business activity is the start-up of an ultra-low cost carrier (“ULCC”) scheduled airline service. The Company’s shares trade on the TSX Venture Exchange (the “Exchange”) under the symbol “JET”.

The Company is currently in the pre-operating stage and its business plan was to launch an airline in Canada that applies ULCC operating principles. Jetlines has been pursuing the launch of an ULCC scheduled airline based in Canada. Due to various market factors, Jetlines needed to evaluate strategic alternatives. The proposed transaction with Global Crossing Airlines, Inc. (“GLOBALX”) presented such an alternative. Refer to “Outlook” and “Proposed Transaction” below for further details.

OUTLOOK

On October 28, 2019, the Company announced that it had not satisfied the financing condition to secure $40 million in additional financing. As a result, SmartLynx Airlines SIA (“SmartLynx”) and InHarv ULCC Growth Fund (“InHarv”) exercised their rights to terminate their investment commitments. The Company’s previously announced launch date of December 17, 2019 has been postponed. No further launch date will be announced until funding is secured.

In order to conserve cash, the Company reduced its workforce to a core team who are focused on evaluating and advancing strategic alternatives to generate value for the Company. The Company intends to rehire employees once sufficient funding has been secured. Most contracts signed for airline systems have been put on hold or terminated, with the intention to re-start them or enter into new agreements once financing is secured and the airline is ready to launch. Similarly, all the manuals that have been submitted to Transport Canada in order to obtain the Airline Operators Certificate will be kept and updated as required.

Canada Jetlines Ltd. Management Discussion & Analysis For the Three Month Period Ended March 31, 2020 Date Prepared: May 25, 2020

During the three month period ended March 31, 2020, the Company entered into a definitive agreement with GLOBALX with respect to a business combination of the Company and GLOBALX (the “Transaction”) and a loan agreement with respect to GLOBALX providing the Company with a secured bridge loan. The Company is presently focused on completing the Transaction.

GLOBALX is a Delaware corporation in the pre-revenue stage with its head office located at Miami International Airport. GLOBALX plans to operate a US 121 charter airline using the Airbus A320-200 aircraft. GLOBALX’s business model includes the intention to provide ACMI and wet lease contracts to airlines operating within and to the United States and develop aircraft interchange with leading European charter/tour operators. GLOBALX is currently in regulatory certification and is led by an operating team with a combined 140 years’ experience – including the former head of maintenance for two major US based A320 LCC carriers, and two retired Principal FAA inspectors with specific experience in the new Safety Management Systems and Quality Assurance.

In addition to the core business of GLOBALX, the resulting issuer will continue with an operating plan for Canada. This includes continuing to advance the Air Operator Certificate for Jetlines through the continued refinement of the Jetlines operating manuals and maintained in submission ready status. The resulting issuer also intends to initially operate charter operations in concert with major tour operators from Canadian cities to major leisure destinations in the United States. It is intended that GLOBALX aircraft will be used to operate these flights – branded as Jetlines, operated by GLOBALX.

Jetlines has determined that the Transaction provides the best opportunity at the present time to maximize value for the Company. The current intra-Canadian airline market is in a state of flux with consolidation ongoing at the major carriers, as well as at least three currently operating or planned market entrants in the ULCC segment. There is also no certainty regarding when the Canadian Competition Bureau will complete its investigation into WestJet and Swoop, or what the results of that investigation may be. The Transaction provides Jetlines with an opportunity to fly cross border with support from strategic partners who can provide lift, crews, marketing, sales, and capitalization. It also preserves the longer-term opportunity to continue with an intra-Canadian airline operation.

Refer to “Proposed Transaction” for additional detail.

PROPOSED TRANSACTION

On February 5, 2020, the Company entered into a definitive agreement with GLOBALX with respect to a business combination of the Company and GLOBALX. The terms and conditions of the Transaction include:

 The share exchange ratio for the Transaction will result in existing shareholders of the Company holding 49% of the common shares of the resulting issuer and shareholders of GLOBALX holding 51% of the common shares of the resulting issuer. The final exchange ratio will be subject to adjustment for bridge financing provided to the Company by GLOBALX.  GLOBALX will provide the Company with a secured bridge loan for up to $300,000 (the “Bridge Loan”). If the full principal of the Bridge Loan is advanced to the Company, the percentage interests of the shareholders of the Company and GLOBALX will be 47.35% and 52.65%, respectively.  Shareholders of GLOBALX shall be issued an aggregate of 2,357,600 consideration warrants, with each warrant exercisable for one share of the Company. On closing, GLOBALX shareholders shall exercise all of the warrants in exchange for the settlement of US$589,400 in GLOBALX liabilities outstanding as of February 29, 2020.  The Company will consolidate its share capital on a 10:1 basis and change its name to “Global Crossing Airlines Group”.  GLOBALX will designate a team of officers, directors and board committee members.  Prior to the closing of the Transaction, the Company will complete an offering of units for aggregate gross proceeds of US$1,500,000 (the “Offering”). It is currently anticipated that the Company will issue 6,000,000 units at a price of US$0.25 per unit. Each unit will consist of one share and one warrant exercisable for twenty- four (24) months at a price of US$0.50 for each share. The number of securities issued pursuant to the Offering and the gross proceeds therefrom are subject to change, to the extent agreed upon in writing by the Company and GLOBALX.

Canada Jetlines Ltd. Management Discussion & Analysis For the Three Month Period Ended March 31, 2020 Date Prepared: May 25, 2020

Completion of the Transaction is subject to a number of conditions, including Exchange acceptance, completion of the Offering, and disinterested shareholder approval. The Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

The Company has scheduled a Special Meeting of shareholders to approve the Transaction. The Meeting is scheduled for May 27, 2020 at 10:00 a.m. (PDT). The Company also confirms that it has received conditional approval for the Transaction from the Exchange. A copy of the Notice of Meeting, Information Circular, Proxy and Voting Instruction form are available on the Company’s SEDAR profile at www.sedar.com. Please refer to these materials for additional information with respect to the Transaction.

REVIEW OF CONSOLIDATED FINANCIAL RESULTS

Loss from Continuing Operations

For the three month period ended March 31, 2020, the Company reported a loss from continuing operations in the amount of $327,664 or $0.004 per share, compared to a loss from continuing operations of $2,074,417 or $0.03 per share for the same period of the prior year. The decrease in loss from continuing operations in the amount of $1,746,753 is explained by decreased corporate and operational activities detailed below.

During the three month period ended March 31, 2020, the Company incurred aircraft launch, licensing and route network related costs in the amount of $116,524 (2019 - $710,467) in connection with residual expenditures relating to advancing financing efforts. The decrease in aircraft launch, licensing and route network costs in the amount of $593,943 incurred during the three month period ended March 31, 2020 is attributable to suspending operations, workforce reductions, and the curtailment of discretionary spending.

During the three month period ended March 31, 2020, the Company incurred marketing and investor relations expenses in the amount of $5,740 (2019 - $300,735) which relates to overall public relations. The decrease in marketing and investor relations expenses in the amount of $294,995 is attributable to reductions in discretionary expenses.

During the three month period ended March 31, 2020, the Company incurred office and administration expenses in the amount of $22,885 (2019 - $66,426) to support ongoing corporate activities and the Proposed Transaction. The decrease in office and administration expenses in the amount of $43,541 was attributable to suspending operations and reductions in discretionary expenses.

Professional fees for the three month period ended March 31, 2020 totaled $96,697 (2019 - $379,404) and related to accounting, audit, consulting and legal fees. The Company incurred decreased professional fees during the three month period ended March 31, 2020 in the amount of $282,707 due to decreased corporate activities and suspending of operations.

During the three month periods ended March 31, 2020 and 2019, the Company incurred regulatory costs in the amounts of $79,305 and $93,391, respectively, which include transfer agent, listing and filing fees, the cost of Board and shareholder meetings and directors’ fees to non-management board members.

The Company incurred salaries and benefits in the amount of $452 for the three month period ended March 31, 2020 compared to $278,118 for the same period of the prior year, representing a decrease of $277,666 due to organizational changes as a result of suspending operations and workforce reductions. Refer to “Related Party Transactions” for additional detail of executive compensation. Salaries and benefits reflect senior management and executive leadership personnel. Operational and commercial personnel are included in aircraft, licensing and route network expenses and marketing, respectively.

The Company recorded a recovery of share-based payments expense for three month period ended March 31, 2020 in the amount of $13,029 (2019 – expense of $197,299) which reflects the fair value of equity-settled awards recognized over the respective vesting periods, including stock options and restricted share units.

Canada Jetlines Ltd. Management Discussion & Analysis For the Three Month Period Ended March 31, 2020 Date Prepared: May 25, 2020

Finance income for the three month period ended March 31, 2020 in the amount of $1,433 (2019 - $13,478) relates to interest income earned on excess cash on hand and is a function of average cash and cash equivalent balances during the period.

The Company recorded a foreign exchange loss for the three month period ended March 31, 2020 in the amount of $19,017 (2019 – $58,869) with respect to transactions and balances denominated in US dollars and the impact of fluctuations in the exchange rate.

The Company recorded a gain on asset disposal in the amount of $546 (2019 - $Nil) with respect to spare parts inventory and computer equipment which were sold during the three month period ended March 31, 2020.

The Company recorded an interest expense for the three month period ended March 31, 2020 in the amount of $1,996 (2019 - $Nil) with respect to interest accrued on a loan payable to GLOBALX. Accrued interest on the loan payable due to GLOBALX increased by $1,996 as the loan originated in February 2020.

Discontinued Operations

The Company was previously in the business of acquiring, exploring and evaluating mineral resource properties. During the quarter ended March 30, 2019, the Company disposed of its remaining exploration evaluation assets. The Company had no discontinued operations during the three month period ended March 31, 2020.

During the three month period ended March 31, 2019, the Company recorded a gain from discontinued operations in the amount of $4,132. The estimate of future reclamation costs was revised to $Nil and the change in estimate in the amount of $20,807 was included in the gain from discontinued operations. This gain was partially offset by maintenance costs, including mineral leases and claims and insurance, incurred prior to disposal in the amount of $16,675.

SUMMARY OF QUARTERLY RESULTS

The following table summarizes the Company’s financial operations for the last eight quarters. For more detailed information, please refer to the consolidated financial statements.

Q1 Q4 Q3 Q2 March 31, December 31, September 30, June 30, 2020 2019 2019 2019 Description ($) ($) ($) ($)

Loss from continuing operations (327,664) (3,633,178) (1,811,392) (2,542,973) Loss and comprehensive loss (327,664) (3,633,178) (1,811,392) (2,542,973) Loss per share (0.00) (0.04) (0.02) (0.03) Q1 Q4 Q3 Q2 March 31, December 31, September 30, June 30, 2019 2018 2018 2018 Description ($) ($) ($) ($)

Loss from continuing operations (2,074,417) (1,817,245) (1,388,613) (1,531,499) Loss and comprehensive loss (2,070,285) (1,824,835) (1,396,447) (1,534,652) Loss per share (0.03) (0.02) (0.02) (0.02)

Historical quarterly results of operations and loss per share data do not necessarily reflect any recurring expenditure patterns or predictable trends. The Company’s loss generally increased up to the quarter ended June 30 2019 due to increased activities related to the buildout of the airline. During the quarter ended September 30, 2019, loss decreased slightly as the Company reduced certain discretionary spending while it focused on securing financing and/or other strategic alternatives. The increased loss for the quarter ended December 31, 2019 is explained by impairment losses recorded as a result of the suspension of operations and termination of aircraft lease agreements. The substantial decrease in loss for the quarter ended March 31, 2020 was a result of the Company shifting its focus 5

Canada Jetlines Ltd. Management Discussion & Analysis For the Three Month Period Ended March 31, 2020 Date Prepared: May 25, 2020 to solely the completion of the transaction of GLOBALX. Once the GLOBALX transaction is completed, the Company expects its quarterly losses will increase again due to a resumption of operations associated with the execution of the GLOBALX business plan.

LIQUIDITY AND CAPITAL RESOURCES

As at March 31, 2020, the Company had cash and cash equivalents in the amount of $289,398 (December 31, 2019 - $268,467) and a working capital deficit in the amount of $1,417,817 (December 31, 2019 - $1,077,181). The decrease in working capital in the amount of $340,636 is explained by operating activities and increased loan payable during the three month period ended March 31, 2020.

At present, the Company has no current operating income or cash flows. Without additional financing, the Company will be unable to fund general and administrative expenses and working capital requirements for the next 12 months. The Transaction includes the Bridge Loan for up to $300,000 to assist with near term working capital requirements, as well as the Offering for gross proceeds of US$1,500,000 to meet expected cash requirements over the next 12 months. The Company is evaluating financing its future requirements through a combination of debt, equity and/or other facilities. There is no assurance that the Company will close the Transaction or be able to obtain financing to meet future requirements. See “Risk Factors”.

To date, the Company’s operations have been almost entirely financed from equity financings. The Company will continue to identify financing opportunities in order to provide additional financial flexibility. While the Company has been successful raising the necessary funds in the past, there can be no assurance it can do so in the future.

The Company is presently focused on completing the Transaction as detailed in “Proposed Transaction”.

The Company’s cash and cash equivalents are held in Schedule 1 Canadian financial institutions in highly liquid accounts and interest bearing investments. No amounts have been or are invested in asset-backed commercial paper.

Cash Flows

The Company’s cash flows three month periods ended March 31, 2020 and 2019 are summarized in the table below.

March 31, 2020 March 31, 2019 Cash used in operating activities $ (145,255) $ (1,822,337) Cash used in investing activities 33,137 (16,020) Cash provided by financing activities 133,049 3,593,668 Change in cash and cash equivalents during the period 20,931 1,755,311 Cash and cash equivalents, beginning of the period 268,467 1,220,555 Cash and cash equivalents, end of the period $ 289,398 $ 2,975,866

Operating Activities

Cash used in operating activities adjusts loss for the period for non-cash items including, but not limited to, accrued interest, depreciation, share-based payments, and unrealized gains and losses. Cash used in operating activities also reflects changes in working capital items, such as amounts receivable, prepaid expenses and amounts payable, which fluctuate in a manner that does not necessarily reflect predictable patterns for the overall use of cash, the generation of which depends almost entirely on sources of external financing to fund operations.

Refer to “Review of Consolidated Financial Results” for further details with respect to operating activities for the three month periods ended March 31, 2020 and 2019.

Investing Activities

During the three month period ended March 31, 2020, the Company sold the majority of its assets held for sale for cash proceeds in the amount of $33,137.

Canada Jetlines Ltd. Management Discussion & Analysis For the Three Month Period Ended March 31, 2020 Date Prepared: May 25, 2020

During the three month period ended March 31, 2019, the Company purchased equipment in the amount of $16,020.

Financing Activities

Financing activities for the three month period ended March 31, 2020 consist of loan advances from GLOBALX in accordance with the Bridge Loan in the amount of $133,049.

Financing activities for the three month period ended March 31, 2019 consist of gross proceeds received of $3,597,561 pursuant to the exercise of stock options and warrants, net of share issue costs paid of $3,893.

STATEMENT OF FINANCIAL POSITION INFORMATION

As at As at March 31, 2020 December 31, 2019

Cash and cash equivalents $ 289,398 $ 268,467 Receivables 8,251 13,369 Prepaid expenses 82,117 134,940 Assets held for sale 379 32,360 Equipment 703 759 Total Assets $ 380,848 $ 449,895

Accounts payable and accrued liabilities $ 1,488,824 $ 1,415,707 Due to related parties 174,093 110,610 Loan payable 135,045 - Share capital 26,340,345 26,340,345 Reserves 1,471,944 1,484,972 Deficit (29,229,403) (28,901,739) Total Liabilities and Equity (Deficiency) $ 380,848 $ 449,895

Assets

Cash and cash equivalents increased by $20,931 during the three month period ended March 31, 2020 as a result of loan advances received, net of operating costs incurred. Cash flows are detailed in “Liquidity and Capital Resources”. Operating activities are detailed in “Review of Consolidated Financial Results”.

Receivables decreased by $5,118 during the three month period ended March 31, 2020 which relates to Goods and Services Tax (“GST”) input tax credits received, net of GST paid.

As at March 31, 2020 prepaid expenses decreased by $52,823 compared to the balance as at December 31, 2019 which is primarily explained by refunds of deposits that were paid in advance of airline operations.

During the three month period ended March 31, 2020, the Company sold assets held for sale for cash proceeds in the amount of $33,137 and recorded a gain on asset disposal in the amount of $546 and a gain on foreign exchange in the amount of $610. As at March 31, 2020, the asset held for sale includes a computer equipment with a carrying value of $379.

As at March 31, 2020, the Company’s equipment had a net book value of $703 (December 31, 2019 - $759). During the three month period ended March 31, 2020, the Company recorded depreciation expense in the amount of $56.

Liabilities

During the three month period ended March 31, 2020, accounts payable and accrued liabilities increased by $73,117 which is explained by the deferred timing of payments to third parties.

Canada Jetlines Ltd. Management Discussion & Analysis For the Three Month Period Ended March 31, 2020 Date Prepared: May 25, 2020

As at March 31, 2020, the balance due to related parties in the amount of $174,093 (December 31, 2019 - $110,610) relates to services rendered to or expenses incurred on behalf of the Company which were unpaid at period-end. For further details with respect to related party balances and transactions, refer to “Related Party Transactions”. As at March 31, 2020, loan receivable consists of advances and accrued interest in the amounts of $133,049 and $1,996, respectively, due to GLOBALX. Additional details of the loan receivable from Jetlines, including the terms of the loan receivable, are detailed under the heading “Proposed Transaction”.

Equity

There was no change in the balance of share capital during the three month period ended March 31, 2020.

Reserves decreased by $13,028 during the three month period ended March 31, 2020 which is explained by share- based payments related to restricted share units ($8,161), net of the recovery of share-based payment expense related to stock options ($21,189).

Deficit increased by the loss for the three month period ended March 31, 2020 in the amount of $327,664.

SHARE CAPITAL

The Company’s authorized capital consists of unlimited number of common voting shares without par value and an unlimited number of variable voting shares without par value (collectively, the “Voting Shares”). The common voting shares and variable voting shares rank equally as to dividends on a share-for-share basis, and all dividends declared in any fiscal year shall be declared in equal or equivalent amounts per share on all Voting Shares then outstanding, without preference or distinction.

Common Voting Shares

A common voting share carries one vote per common voting share.

Variable Voting Shares

Under the Company’s Articles, the variable voting shares carry one vote per variable voting share held, subject to an automatic reduction of the voting rights attached to variable voting shares in the event any of the applicable limits are exceeded. In such event, the votes attributable to variable voting shares will be affected as follows:

• first, if required, a reduction of the voting rights of any single non-Canadian owner (inclusive of any single non-Canadian owner authorized to provide air service) carrying more than 25 per cent of the votes (the “Stage 1 Reduction”) to ensure that such non-Canadian owners never carry more than 25 per cent of the votes that holders of voting shares cast at any meeting of shareholders;

• second, if required and after giving effect to the Stage 1 Reduction, a further proportional reduction of the voting rights of all non-Canadian owners authorized to provide an air service to ensure that such non-Canadian owners authorized to provide an air service (the “Stage 2 Reduction”), in the aggregate, never carry more than 25 per cent of the votes that holders of voting shares cast at any meeting of shareholders;

• third, if required and after giving effect to the Stage 1 Reduction and the Stage 2 Reduction if any, a proportional reduction of the voting rights for all non-Canadian owners as a class (the “Stage 3 Reduction”) to ensure that non-Canadians never carry, in aggregate, more than 49 per cent of the votes that owners of voting shares cast at any meeting of shareholders.

Canada Jetlines Ltd. Management Discussion & Analysis For the Three Month Period Ended March 31, 2020 Date Prepared: May 25, 2020

The Company has securities outstanding as follows:

As at Security Description March 31, 2020

Common voting shares – issued and outstanding 72,637,312 Variable voting shares – issued and outstanding 12,173,120 Voting Shares issuable on vesting of restricted share units 120,000 Voting Shares issuable on exercise of stock options 3,065,000 Voting Shares – fully diluted 87,995,432

Share Issuances

There were no common share issuances during the three month period ended March 31, 2020.

RELATED PARTY TRANSACTIONS

Related parties and related party transactions impacting the accompanying condensed interim consolidated financial statements are summarized below and include transactions with the following individuals or entities:

Key Management Personnel

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consists of members of the Company’s Board of Directors, corporate officers, including the Company’s Chief Executive Officer, Chief Financial Officer, and Vice Presidents.

Remuneration attributed to key management personnel for the years ended December 31, 2020 and 2019 is summarized as follows:

For the three month For the three month period ended period ended March 31, 2020 March 31, 2019

Short-term benefits (1) $ 81,791 $ 462,910 Share-based payments 8,604 180,252 $ 90,395 $ 643,162

(1) Short-term benefits include base salaries and directors’ fees, pursuant to contractual employment or consultancy arrangements, management and consulting fees.

Other Related Party Transactions and Balances

King & Bay West Management Corp. (“King & Bay West”) is an entity that is owned by Mark Morabito, former Executive Chair of the Company. King & Bay West employs or retains certain directors, officers and consultants of the Company and provides administrative, management, finance, legal, regulatory, business development and corporate communications services to the Company. These services are provided to the Company on an as-needed basis and are billed based on the cost or value of the services provided to the Company. The fees are consistent with what King & Bay West charges its arm’s length clients for similar services. The amount set out in the table below represents amounts paid or accrued to King & Bay West for the services of King & Bay West personnel and for overhead and third party costs incurred by King & Bay West on behalf of the Company.

During the three month period ended March 31, 2019, transactions entered into with related parties other than key management personnel include a total amount of $273,347 paid to King & Bay West.

Canada Jetlines Ltd. Management Discussion & Analysis For the Three Month Period Ended March 31, 2020 Date Prepared: May 25, 2020

As at March 31, 2020, King & Bay West is no longer a related party as the management services agreement between King & Bay West and the Company (the “Management Services Agreement”) was terminated during the year ended December 31, 2019.

As at March 31, 2020, amounts due to related parties include the following:

 Current and former directors of the Company - $171,163 (December 31, 2019 - $107,928) in relation to accrued director fees.

 Protop Limited or Adsajama Consultancy Ltd., entities owned by Alan Bird, Director of the Company - $2,930 (December 31, 2019 - $2,682) in relation to consulting and advisory services provided to the Company.

 King & Bay West - $23,263 (December 31, 2019 - $Nil) in relation to the services described above

The amounts due to related parties are unsecured, non-interest bearing and have no stated terms of repayment.

Transactions with related parties, are described above, were for services rendered to the Company in the normal course of operations, and were measured based on the consideration established and agreed to by the related parties. All services were made on terms equivalent to those that prevail with arm’s length transactions.

GOING CONCERN

The accompanying condensed interim consolidated financial statements of the Company have been prepared using International Financial Reporting Standards (“IFRS”) on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The continuing operations of the Company are dependent upon the Company’s ability to continue to raise adequate financing and to commence profitable operations in the future. The Company is evaluating financing its future requirements through a combination of debt, equity and/or other facilities. There is no assurance that the Company will be able to obtain such financings or obtain them on favorable terms.

As at March 31, 2020, the Company had a working capital deficit of $1,417,817 and a deficit of $29,229,403. At present, the Company has no current operating income or cash flows. Without additional financing, the Company will be unable to fund general and administrative expenses and working capital requirements for the next 12 months. These material uncertainties may cast significant doubt upon the Company’s ability to continue as a going concern.

During the three month period ended March 31, 2020, the Company entered into a definitive agreement with GLOBALX with respect to a business combination of the Company and GLOBALX and a loan agreement with respect to GLOBALX providing the Company with a secured bridge loan. Refer to “Proposed Transaction” for additional detail.

During the three month period ended March 31, 2020, the World Health Organization declared a global pandemic related to the virus known as COVID-19. The expected impacts on global commerce are anticipated to be far reaching. To date there have been significant wide-spread stock market declines and the movement of people and goods has become restricted, affecting the supply, demand and pricing for many products and services. The airline industry is expected to be impacted significantly as many local and regional governments have issued public health orders and travel restrictions in response to COVID-19. As the Company has no material operating income or cash flows, it is reliant on additional financing to fund ongoing operations. An extended disruption may affect the Company’s ability to obtain additional financing, including resulting in delay or possible cancellation of the Transaction. The impact of these factors on the Company is not yet determinable; however the Company’s financial position, results of operations and cash flows in future periods may be materially affected. See also “Risk Factors”.

Canada Jetlines Ltd. Management Discussion & Analysis For the Three Month Period Ended March 31, 2020 Date Prepared: May 25, 2020

CRITICAL ACCOUNTING ESTIMATES

The preparation of the accompanying condensed interim consolidated financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed interim consolidated financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. The accompanying condensed interim consolidated financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the condensed interim consolidated financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Critical Judgments

Critical accounting judgments are accounting policies that have been identified as being complex or involving subjective judgments or assessments.

Going Concern

The preparation of the accompanying condensed interim consolidated financial statements requires management to make judgments regarding the going concern of the Company, as discussed in Note 1 of the condensed interim consolidated financial statements.

Functional Currency

The functional currency is the currency of the primary economic environment in which an entity operates, and has been determined for each entity within the Company. The functional currency for the Company and its subsidiaries has been determined to be the Canadian dollar.

Key Sources of Estimation Uncertainty

Significant assumptions about the future and other sources of estimation uncertainty that management has made at the end of the reporting period, that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to the following:

Share-based Payments

Estimating fair value for granted stock options and compensatory warrants requires determining the most appropriate valuation model which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the option or warrant, volatility, dividend yield, and rate of forfeitures and making assumptions about them.

Estimating fair value for granted restricted share units requires estimating the number or awards likely to vest on grant and at each reporting date up to the vesting date. The estimated forfeiture rate is adjusted for actual forfeitures in the period.

Deferred Tax Assets and Liabilities

The estimation of income taxes includes evaluating the recoverability of deferred tax assets and liabilities based on an assessment of the Company’s ability to utilize the underlying future tax deductions against future taxable income prior to expiry of those deductions. Management assesses whether it is probable that some or all of the deferred income tax assets and liabilities will not be realized. The ultimate realization of deferred tax assets and liabilities is dependent upon the generation of future taxable income. To the extent that management’s assessment of the Company’s ability to utilize future tax deductions changes, the Company would be required to recognize more or fewer deferred tax assets or liabilities, and deferred income tax provisions or recoveries could be affected. 11

Canada Jetlines Ltd. Management Discussion & Analysis For the Three Month Period Ended March 31, 2020 Date Prepared: May 25, 2020

Future Reclamation Provision

The Company assesses its provision for reclamation related to its historical exploration and evaluation activities at each reporting period or when new material information becomes available. Accounting for reclamation obligations requires management to make estimates of the future costs that will be incurred to complete the reclamation to comply with existing laws and regulations. Actual future costs that will be incurred may differ from those amounts estimated as a result of changes to environmental laws and regulations, timing of future cash flows, changes to future costs, technical advances, and other factors. In addition, the actual work required may prove to be more extensive than estimated because of unexpected geological or other technical factors. The measurement of the present value of the future obligation is dependent on the selection of a suitable discount rate and the estimate of future cash outflows. Changes to either of these estimates may materially affect the present value calculation of the obligation.

ACCOUNTING POLICIES

The accounting policies followed by the Company are set out in Note 3 to the audited consolidated financial statements for the year ended December 31, 2019 and have been consistently followed in the preparation of the accompanying condensed interim consolidated financial statements, except as outlined below.

Leases

Effective January 1, 2019, the Company adopted IFRS 16, Leases (“IFRS 16”) which replaces IAS 17, Leases ("IAS 17") and its associated interpretative guidance. IFRS 16 introduces a single lessee accounting model and requires a lessee to recognize assets and liabilities for all leases but can elect to exclude those with a term of less than 12 months, or those where the underlying asset is of low value. A lessee is required to recognize a right of use asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments. IFRS 16 substantially carries forward the lessor accounting requirements of IAS 17, while requiring enhanced disclosures to be provided by lessors. Other areas of the lease accounting model have also been impacted, including the definition of a lease. Transitional provisions have been provided.

No transitional adjustment was required upon adoption of IFRS 16 on January 1, 2019. Refer to the accompanying condensed interim consolidated financial statements for additional disclosure with respect to IFRS 16.

Spare parts inventory

Inventories of spare parts are measured at cost being determined using a specific identification basis, net of related obsolescence provision, as applicable.

FINANCIAL INSTRUMENTS

The Company’s financial instruments are exposed to certain financial risks, as detailed below.

Credit risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations.

The Company is subject to credit risk on its cash and cash equivalents and receivables. The Company limits its exposure to credit loss by placing its cash and cash equivalents with major financial institutions. The Company has no investments in asset-backed commercial paper. The Company’s receivables consist mainly of Goods and Services Tax receivable due from the Government of Canada. As a result, the Company does not believe it is exposed to significant credit risk.

Canada Jetlines Ltd. Management Discussion & Analysis For the Three Month Period Ended March 31, 2020 Date Prepared: May 25, 2020

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due.

The Company manages liquidity risk through its capital management. See “Outlook”, “Going Concern” and “Liquidity and Capital Resources” for further details.

Market Risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates and foreign exchange rates.

(a) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

The risk that the Company will realize a loss as a result of a decline in the fair value of any short-term investments included in cash and cash equivalents is minimal because these investments generally have a fixed yield rate.

Currency risk

At present the Company’s expenditures are predominantly in Canadian dollars. Future equity raised may be in either Canadian or US dollars. At this time, the Company does not have any currency hedges in place for fluctuations in the exchange rate between the Canadian dollar and the US dollar. As at March 31, 2020, a 10% change in the Canadian dollar versus the US dollar would give rise to a gain/loss of approximately $24,000 based on US dollar denominated monetary assets and liabilities.

RISK FACTORS

The development and ultimate operation of an ULCC airline involves significant risks and uncertainties, which even a combination of careful evaluation, experience and knowledge may not eliminate. Certain of the more prominent risk factors that may materially affect the Company’s future performance, in addition to those referred to above, are listed hereunder.

Uncertainties associated with the Transaction

The Transaction will involve the integration of companies that previously operated independently. An important factor in the success of the Transaction will be the ability of the management of the resulting issuer to integrate all or part of the operations, systems and technologies of the Company and GLOBALX following completion of the Transaction. The Transaction and/or the integration of the two businesses can result in unanticipated operational problems and interruptions, expenses and liabilities, the diversion of management attention and the loss of key employees. There can be no assurance that the Transaction and business integration will be successful or that the combination will not adversely affect the business, financial condition or operating results of the Company or GLOBALX. In addition, the Company or GLOBALX may incur costs related to the Transaction. There can be no assurance that the Company, GLOBALX or the resulting issuer will not incur additional material costs in subsequent periods to reflect additional costs associated with the Transaction or that that the benefits expected from the Transaction will be realized.

The Company and GLOBALX expect to incur significant costs associated with the Transaction

The Company and GLOBALX will collectively incur significant direct transaction costs in connection with the Transaction. Actual direct transaction costs incurred in connection with the Transaction may be higher than expected. Moreover, certain of the Company’s and GLOBALX’s costs related to the Transaction, including legal, financial advisory services, accounting, printing and mailing costs, must be paid even if the Transaction is not completed. There are also opportunity costs associated with the diversion of management attention away from the conduct of the Company and GLOBALX’s respective businesses in the ordinary course. 13

Canada Jetlines Ltd. Management Discussion & Analysis For the Three Month Period Ended March 31, 2020 Date Prepared: May 25, 2020

The definitive agreement may be terminated in certain circumstances

Each of the Company and GLOBALX has the right to terminate the definitive agreement in certain circumstances. Accordingly, there is no certainty, nor can either of GLOBALX or the Company provide any assurance, that the definitive agreement will not be terminated by either GLOBALX or the Company before the completion of the Transaction. For instance, the Company and GLOBALX have the right, in certain circumstances, to terminate the definitive agreement if changes occur that have a material adverse effect. There is no assurance that a material adverse effect will not occur before the closing date, in which case either the Company or GLOBALX could elect to terminate the definitive agreement and the Transaction would not proceed.

There can be no assurance that all conditions precedent to the Transaction will be satisfied

The completion of the Transaction is subject to a number of conditions precedent, certain of which are outside the control of the Company and GLOBALX. There is no certainty, nor can GLOBALX or the Company provide any assurance, that these conditions will be satisfied or, if satisfied, when they will be satisfied. The requirement to take certain actions or to agree to certain conditions to satisfy such requirements or obtain any such approvals may have a material adverse effect on the business and affairs of the Company or GLOBALX or the trading price of the Company’s common shares. If for any reason the Transaction is not completed, the market price of the Company’s common shares may be adversely affected. Moreover, if the definitive agreement is terminated, there is no assurance that the Company’s Board will be able to find another similar transaction to pursue.

If the Transaction is not completed, the Company’s future business and operations could be harmed

If the Transaction is not completed, the Company may be subject to a number of additional material risks, including the following:

 the Company may have lost opportunities that would have otherwise been available had the definitive agreement not been executed, including, without limitation, opportunities not pursued as a result of affirmative and negative covenants made by it in the definitive agreement, such as covenants affecting the conduct of its business outside the ordinary course of business;

 the Company may be unable to obtain additional sources of financing or conclude another sale, merger or amalgamation on terms as favourable as those of the Transaction, in a timely manner, or at all.

Ability to Obtain Additional Capital

The ability of the Company to execute its build-out strategy and achieve operations will depend on acquiring substantial additional financing through debt financing, equity financing, a strategic corporate transaction or other means. There are no assurances that such financing will be available, or if available, available upon terms acceptable to the Company. Failure to obtain such financing may result in the delay or indefinite postponement of such growth strategy or even impact the ability of the Company to continue as a going concern.

There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favourable to the Company. If additional financing is raised by the Company through the issuance of securities from treasury, control of the Company may change and shareholders may suffer dilution. If additional financing is not available, or if available, not available on satisfactory terms, this could result in a material adverse effect or could require the Company to reduce, delay, scale back or eliminate portions of its actual or proposed operations at the applicable time or could prevent the Company from continuing as a going concern. In such circumstance, purchasers could lose their entire investment in the Company.

Canada Jetlines Ltd. Management Discussion & Analysis For the Three Month Period Ended March 31, 2020 Date Prepared: May 25, 2020

A Localized Epidemic or Global Pandemic

A widespread outbreak of influenza or any other similarly communicable illness, occurring in the United States or Canada, or a World Health Organization travel advisory primarily relating to North American cities or regions could affect the Company’s ability to continue full operations and could materially adversely affect customer demand for air travel. The current outbreak of the novel coronavirus (COVID-19) that was first reported from Wuhan, China in December 2019, and any future emergence and spread of similar pathogens could have a material adverse effect on global economic conditions which may adversely impact our business and results of operations and the operations of our suppliers, contractors and service providers, and the demand for our passenger charter flights. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to many other countries and infections have been reported globally. The spread of the coronavirus may have a significant adverse impact on our workforce, production levels, and our ability to launch charter operations.

The extent to which the coronavirus impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the outbreak, new information that may emerge concerning the severity of the coronavirus and the actions taken to contain the coronavirus or treat its impact, among others. The Company and GLOBALX are not currently operating charter flights and as such the current COVID-19 pandemic does not have an impact on current operations, but it may have a material adverse effect on the closing of the Transaction and future operations.

The Company may be a party to litigation in the normal course of business or otherwise, which could affect its financial position and liquidity

From time to time, the Company is a party to or otherwise involved in legal proceedings, claims and government inspections or investigations and other legal matters, both inside and outside Canada, arising in the ordinary course of our business or otherwise. The Company is currently involved in legal proceedings and claims that have not yet been fully resolved, and additional claims may arise in the future. Legal proceedings can be complex and take many months, or even years, to reach resolution, with the final outcome depending on a number of variables, some of which are not within our control. Litigation is subject to significant uncertainty and may be expensive, time-consuming, and disruptive to our operations. Although the Company will vigorously defend ourselves in such legal proceedings, their ultimate resolution and potential financial and other impacts on us are uncertain. For these and other reasons, the Company may choose to settle legal proceedings and claims, regardless of their actual merit. If a legal proceeding is resolved against the Company, it could result in significant compensatory damages, and in certain circumstances punitive or trebled damages, disgorgement of revenue or profits, remedial corporate measures or injunctive relief imposed on us. If our existing insurance does not cover the amount or types of damages awarded, or if other resolution or actions taken as a result of the legal proceeding were to restrain the Company’s ability to operate or market our services, our consolidated financial position, results of operations or cash flows could be materially adversely affected. In addition, legal proceedings, and any adverse resolution thereof, can result in adverse publicity and damage to the Company’s reputation, which could adversely impact its business.

General economic conditions may adversely affect the Company's growth, future profitability, ability to finance and operations

Global financial conditions continue to be characterized as volatile. In recent years, global markets have been adversely impacted by various credit crises and significant fluctuations in metals prices and fuel and energy costs. Many industries have been impacted by these market conditions. Global financial conditions remain subject to sudden and rapid destabilizations in response to future events. A continued or worsened slowdown in the financial markets or other economic conditions, including but not limited to consumer spending, employment rates, business conditions, inflation, consumer debt levels, lack of available credit, the state of the financial markets, interest rates and tax rates, may adversely affect the Company’s growth and profitability. Future crises may be precipitated by any number of causes, including natural disasters, geopolitical instability, changes to energy prices or sovereign defaults. If increased levels of volatility continue or in the event of a rapid destabilization of global economic conditions, it may result in a material adverse effect on investor confidence and general financial market liquidity, all of which may adversely affect our business and the market price of our securities.

Canada Jetlines Ltd. Management Discussion & Analysis For the Three Month Period Ended March 31, 2020 Date Prepared: May 25, 2020

In addition, the current outbreak of the novel coronavirus (COVID-19) that was first reported from Wuhan, China in December 2019, and any future emergence and spread of similar pathogens could have a material adverse effect on global economic conditions which may adversely impact our business and results of operations and the operations of our suppliers, contractors and service providers, and the demand for domestic and international travel. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to many other countries and infections have been reported globally. The extent to which the novel coronavirus impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the outbreak, new information that may emerge concerning the severity of the novel coronavirus and the actions taken to contain the novel coronavirus or treat its impact, among others.

Moreover, the actual and threatened spread of the novel coronavirus globally could also have a material adverse effect on the regional economies in which we plan to operate, could continue to negatively impact stock markets, including the trading price of our shares, could adversely impact our ability to raise capital, could cause continued interest rate volatility and movements that could make obtaining financing more challenging or more expensive. Any of these developments, and others, could have a material adverse effect on our business and results of operations.

The Company has a history of losses and expects to incur losses for the foreseeable future

The Company has incurred losses since its inception and expects to incur losses for the foreseeable future. The Company expects to continue to incur losses unless and until such time as airline operations commence and generate sufficient revenues to fund continuing operations. The development of the Company’s airline operations will require the commitment of substantial financial resources. The amount and timing of expenditures will depend on a number of factors, including the progress of the licensing process, the results of consultant analysis and recommendations, the rate at which operating losses are incurred, and the execution of agreements with strategic partners and service providers. Some of these factors are beyond the Company’s control. There can be no assurance that the Company will ever launch airline operations or achieve profitability.

The Company’s securities are subject to price volatility

In recent years, the securities markets in the United States and Canada have experienced a high level of price and volume volatility, and the market prices of securities of many companies have experienced wide fluctuations that have not been necessarily related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that fluctuations in the Company’s share price will not occur. It may be anticipated that any quoted market for our common shares will be subject to market trends generally, notwithstanding any potential success in creating revenues, cash flows or earnings. The value of the Company’s common shares will be affected by such volatility.

COMMITMENTS

Debt settlement

The Company entered into a debt settlement agreement with a third party pursuant to which the Company will issue 488,094 shares and pay cash in the amount of $104,345 to settle accounts payable in the amount of $313,035. The Company expects to satisfy the obligations pursuant to the debt settlement agreement concurrently with the closing of the Transaction.

OFF BALANCE SHEET ARRANGEMENTS

The Company has not entered into any off balance sheet financing arrangements.

Canada Jetlines Ltd. Management Discussion & Analysis For the Three Month Period Ended March 31, 2020 Date Prepared: May 25, 2020

INTERNAL CONTROLS OVER FINANCIAL REPORTING

As permitted, the Chief Executive Officer and Chief Financial Officer of the Company will file a Venture Issuer Basic Certificate with respect to the financial information contained in the condensed interim consolidated financial statements and corresponding accompanying Management’s Discussion and Analysis. In contrast to the certificates under National Instrument 52-109 (Certification of Disclosure in an Issuer’s Annual and Interim Filings), the Venture Issuer Basic Certification does not include representations relating to the establishment and maintenance of disclosure controls and procedures and internal control over financial reporting as defined by National Instrument 52-109.

SUBSEQUENT EVENTS

The following events occurred subsequent to the three month period ended March 31, 2020:

 The Company received advances from GLOBALX in accordance with the Bridge Loan in the amount of $41,713. The total of advances received is $174,763.

 The Company issued 20,000 shares for gross proceeds of $1,000 pursuant to the exercise of 20,000 RSUs.

 The Company cancelled 60,000 unvested RSUs.

 The Company announced that GLOBALX has signed an agreement with GEM Global Yield LLC SCS ("GEM"), the private alternative investment group to provide the GlobalX with up to CAD 100 million over a 36 month term following the closing of the Transaction. Upon completion of the Transaction, the Company will have acquired GLOBALX and the resulting issuer will be named Global Crossing Airlines Inc. (the “Resulting Issuer”). The initial CAD 100 Million will be in the form of a capital commitment that allows the Resulting Issuer to draw down funds during the 36-month term by issuing shares of the Resulting Issuer’s common shares to GEM (or such persons as it may direct) and subject to share lending arrangement(s) being in place. The Resulting Issuer will control the timing and maximum amount of drawdown under this facility and has no minimum drawdown obligation. Concurrent with the closing of the Transaction, the Resulting Issuer will issue warrants to GEM to purchase up to six per cent (6%) of the outstanding common shares of the Resulting Issuer on a fully diluted basis.

ADDITIONAL INFORMATION

Additional information relating to the Company is on SEDAR at www.sedar.com.

APPROVAL

The Board of Directors of the Company has approved the disclosures contained in this MD&A.